REORGANIZATION AGREEMENT





     THIS REORGANIZATION AGREEMENT (this "Agreement") is entered into as of July

13, 2000, by and between Marshall & Ilsley Corporation, a Wisconsin corporation

("M&I"), and Metavante Corporation, a Wisconsin corporation and a wholly owned

subsidiary of M&I ("Metavante").  Certain capitalized terms used herein are

defined in Article I of this Agreement.



                                    RECITALS



     WHEREAS, the Board of Directors of M&I has determined that it is in the

best interests of M&I and its shareholders to establish Metavante as a separate

subsidiary and to provide for the separation of the business of M&I and

Metavante;



     WHEREAS, M&I and Metavante have entered into the General Assignment and

Assumption Agreement, dated as of July 1, 2000 (the "Separation Date"), pursuant

to which M&I has contributed and assigned to Metavante and Metavante has

received and assumed, the assets and liabilities associated with the Metavante

Business as described therein (the "Assignment and Assumption Agreement");



     WHEREAS, M&I currently owns all of the issued and outstanding capital stock

of Metavante;



     WHEREAS, Metavante proposes to make an initial public offering ("IPO") of

an amount of its common stock pursuant to a registration statement on Form S-1

pursuant to the Securities Act of 1933, as amended, that, will reduce M&I's

ownership of Metavante to not less than 80.1%;



     WHEREAS, in connection with the plan of reorganization described below, M&I

is entitled to a portion of the IPO proceeds which in turn will be transferred

to creditors of M&I;



     WHEREAS, M&I currently contemplates that M&I will distribute to the holders

of its common stock all of the shares of Metavante Stock owned by M&I (the

"Distribution") within one year following such IPO, or such shorter time as may

be required in order to have the Distribution qualify as a tax-free

reorganization;



     WHEREAS, M&I and Metavante intend that the contribution and assumption of

assets and liabilities and the Distribution will qualify as a tax-free

reorganization under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code

of 1986, as amended (the "Code"), and that this Agreement is intended to be, and

is hereby adopted as, a plan of reorganization under Section 368 of the Code;

and



     WHEREAS, the parties intend in this Agreement to set forth the principal

arrangements between them regarding such IPO and Distribution.

<PAGE>



     NOW, THEREFORE, in consideration of the premises and the covenants and

agreements contained herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



                                   ARTICLE I

                                  DEFINITIONS



     Section 1.01  Definitions.  As used in this Agreement, the following terms

will have the following meanings:



     "Affiliates" means, with respect to any specified Person, any Person that

directly, or indirectly through one or more intermediaries, controls, or is

controlled by, or is under common control with such specified Person; provided,

however, that for purposes of this Agreement, (i) M&I and its Subsidiaries

(other than Metavante and its Subsidiaries) shall not be considered Affiliates

of Metavante and (ii) Metavante and its Subsidiaries shall not be considered

Affiliates of M&I.



     "Ancillary Agreements" means the following agreements entered into between

M&I and the Metavante: Tax Sharing Agreement, Lease Agreement, Employee Matters

Agreement, Administrative Services Agreement, Outsourcing Agreement, Branch

Automation Agreement, Professional Services Agreement, Registration Rights

Agreement, Assignment and Assumption Agreement, Banking Services Agreement, and

such other agreements as may be described in, or attached as exhibits to, the

IPO Registration Statement.



     "Confidential Information" means, with respect to any party hereto, any

information concerning such party, its business or any of its Affiliates that

such party or its Affiliates treat as confidential or proprietary that was

obtained by the other party hereto; provided, that, such information shall no

longer be deemed Confidential Information, to the extent that it is or was (i)

in the public domain other than by the breach of this Agreement or by breach of

any other agreement between or among the parties hereto and/or any of their

respective Affiliates, (ii) available to such party on a nonconfidential basis

prior to its disclosure by the other party, (iii) lawfully acquired on a

nonconfidential basis or independently developed by, or on behalf of, such party

by Persons who do not have access to such Confidential Information, (iv)

required to be disclosed by law, governmental order or the rules and regulations

of the SEC, or (v) mutually agreed to by the parties.



     "Distribution Date" is the date upon which the Distribution is consummated.



     "Exchange Act" means the Securities Exchange Act of 1934, as amended from

time to time, together with the rules and regulations promulgated thereunder.



     "IPO Completion Date" means the date on which the IPO is completed.



     "IPO Registration Statement" means the Metavante's Registration Statement

on Form S-1 including all exhibits thereto and as supplemented and amended from

time to time.



                                       2

<PAGE>



     "Losses" means all losses, liabilities, deficiencies, damages, expenses or

costs (including reasonable legal and other external advisors fees and

expenses).



     "Metavante Business" has the meaning ascribed thereto in the Assignment and

Assumption Agreement.



     "Metavante Stock" means the common stock, par value $0.01 per share, of

Metavante.



     "M&I Business" means any assets, business or operations of M&I or any of

its Affiliates other than the Metavante Business.

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